Time Will Tell
by Vampiyaa
Summary: Eight/Rose AU. After Earth makes its first breakthrough in time travel technology, Gallifrey attempts to create an alliance to monitor their progress. When the leader of the team, Rose Tyler, refuses them, they enlist the help of their companionless renegade, the Doctor, to convince her otherwise. It works a little too well.
1. Alliances

**Beta: Miral-Romanov**

 **For the fabulous bubblygal92**

* * *

Chapter 1

Alliances

Throughout most of the Doctor's life, there were periods in between where the emptiness of the TARDIS became familiar, when the only noise made throughout the ship was from the TARDIS's ambient hum and his own movements. Normally such occurrences came about after he was forced to admit he was better off on his own— or, more rarely, after some of his regenerations discovered he was equally content travelling alone as he was with companions.

In this case, the former rang true in his mind as the Doctor walked towards the console room, listening to the quiet thuds of his boots as they echoed through the empty ship. His bored sigh echoed off the walls; lately, he'd settled into a kind of lull, doing the same routine of returning to the TARDIS after a long adventure, making himself some tea and reading for a bit before retiring to bed, waking up, hitting the randomiser and repeating the cycle. The idea of looking for a new companion occasionally occurred to him but he always brushed it off. Ever since Grace turned him down — after he kissed her for reasons he still wasn't sure about… and after she accidentally killed him — he figured it was for the best, once again convincing himself he didn't need a companion.

On the other hand, he was bored to tears. This incarnation seemed to be more of a people person than his last handful, meant to charm and socialise rather than stay cooped up by himself.

The TARDIS's low groan jolted the Doctor out of his thoughts, making him realise that he'd been standing still with his hand on the randomiser for ten straight minutes. Then the tone of his ship's noise caught his attention, and he frowned, asking her, "Are you feeling all right?"

She let out another slightly pained noise in response, and he felt his face burn in shame— the last adventure had been particularly tolling for the both of them, where he'd been forced to pilot her straight through a barrage of asteroids to catch a ship full of renegades. He'd been so caught up in the bore that was his life, he hadn't even stopped to consider her well-being. Maybe he should take her to Gallifrey; she _was_ a few decades overdue for a bi-centennial check-up anyway. His stomach turned slightly at the prospect of returning home, but he supposed he _could_ stop in to visit Romana, see how her Presidency was going— maybe he could even stop in on Leela and her husband.

Determined to make up for his selfish thoughts, he gave the console a regretful pat before saying kindly, "How about we make a quick pit-stop to Gallifrey, eh girl? See if we can't get you a full maintenance check."

She let out a grateful hum but still let out a violent shudder when he piloted her out of the Vortex and tried to land her as gently as possible into the holding bay. Strolling out and wincing at the sudden brightness of the two suns, the Doctor ignored the scattered looks of confusion and disapproval from the other Time Lords walking through the hangar, strolling away from the ship with his gaze forward.

On the way up to the Citadel the Doctor frowned, noticing far more Time Lords walking through the halls than there should be at this time of day. He shrugged it off, heading up towards the Panopticon anyway. Unfortunately, to his surprise he found the gigantic doors to the Panopticon closed and two Time Lords standing guard on either end of the hall.

"What's going on in there?" the Doctor asked curiously, approaching the one closest to him, a young black-haired initiate.

The man cocked an eyebrow at him in apparent recognition but didn't comment, saying instead, "The Lady President and the High Council are convening."

"Why? What's happened?"

"I am not at liberty to say," the young Time Lord said, though he wrinkled his nose unpleasantly.

At first the Doctor thought it was about him, but just as he was about to demand more information the doors swung open with a loud bang behind him. When he whirled around, a flash of bottle blonde hair met his eyes before he managed to properly take in the incredibly young human girl dressed in what looked to be tight, black military attire circa the early fifty-first century. Her shoulders were squared, her chin was tilted up in the midst of the two other Time Lords wrinkling their noses at her like they'd smelled something foul, and her face held an expression of slight annoyance— something, he could tell, was rare for her, judging by the faint laugh lines around her mouth. Several other humans followed behind her, but for some reason the Doctor was transfixed on her and her alone, sensing her timelines stir around his the longer he looked at her and feeling the desire to take a quick peek, to see what was so fascinating about them.

Before he could indulge his curiosity, the girl's eyes locked with his, making him flush slightly at being caught gawping like a fool. He found himself unable to tear his eyes away, however, when her irritation seemed to melt away at the sight of him, her amber gaze taking a sweeping look over his form. He felt a quiet thrill in the pit of his stomach when he recognised the look in her eyes, knowing full well that now she was just as curious about him as he was about her.

As quickly as it had happened, it was over, the girl being ushered forward by a spiky-haired blonde man behind her when her gait slowed. She tore her gaze away, a contemplative look on her face as though she too had sensed a fascination about him. The Doctor felt an urge to run up to her and ask her questions, the foremost being why — and _how_ — she was here. Instead, he turned towards the opened doors of the Panopticon and walked through them.

* * *

It was all ridiculous, really.

Anybody who was anybody knew about the Time Lords, almighty time travellers self-elected to watch over the universe as silent protectors. And since Torchwood was Earth's biggest (and only) organisation dedicated to alien relations — and, subsequently, the subject of time travel — Rose Tyler knew _all about_ the robe wearing, arrogant arseholes of Gallifrey.

Pete Tyler had been the Director of Torchwood back when she was a child— and, being the slightly eccentric inventor he was, seemed determined to perfect the notion of time travel. They'd known for years the science behind it and the existence of the Time Vortex, but Pete Tyler had been the only one to truly shove all that aside and say, "Hell, let's give the damn thing a try," and, therefore, Rose Tyler had grown up in a household that was practically a time machine in itself. From age five, thanks to her father's teachings (and the occasional times he left his notebooks lying around) Rose could quote every temporal paradox that had been given a name— and, being as some of them were hard for a child to remember, she had helpfully supplied her own names. Even to this day, her father, long since retired, still called the Grandfather Paradox the 'Don't Kill Hitler', mostly to tease her.

Taking over her father's pet project after his retirement was Rose's goal and, after ages of meticulous planning and work from her team, managed to perfect the vortex manipulator. She had practically squealed herself hoarse the day she took the thing for a test run and landed herself in twenty-first century England. The ancient architecture, total lack of shuttles and all transportation and traffic being on the ground instead of in the air was a sight to behold— and, to her utter amazement, the moon hadn't even been colonised yet.

Barely twenty-four hours after the project was considered a smashing success, Rose and her team had received a summons from Gallifrey, by way of a stasis cube. It was an almost snappish, " _The Lady President of Gallifrey requests your presence in the Capitol at once_ ," from a deep-voiced male. Upon receiving their (grudging) acceptance, they had sent one of their state-of-the-art time capsules to give them a lift along with two snotty-faced, golden-robed Time Lords who looked at them like they were nothing but a nuisance.

Rose had been momentarily stunned at the sheer awe of Gallifrey as they were led from the capsule's console room into a gigantic glass-domed area, which sparkled under the light of the two suns. The awe quickly evaporated when Rose and her team received a series of uncensored looks from passing Time Lords, some going so far as to loudly exclaim, "What in Rassilon's name are these _humans_ doing here?" She had to quickly shush Jake when the hot-tempered blonde turned his head and opened his mouth to angrily retort.

"In here," said the black-haired youth that was leading them, gesturing towards a set of giant stone doors.

The Time Lord pushed it open for them but stepped in ahead of them, announcing loudly, "May I present, Lady President and Council, our… esteemed guests."

Not a single person missed his slight pause, but nobody commented, allowing him to duck behind them and shut the doors with a loud banging noise. Rose allowed herself a full look into the room and the people in it, who all sat around an immense stone table. The room itself was almost awe-inspiring; it seemed entirely made of a dark-coloured marble that seemed to glow turquoise, but she suspected that was due to the sunlight. The ceiling arched upwards into towering heights, so high Rose was sure she could faintly see a gathering of clouds clinging like sticky spider webs to the ceiling, and on each end of the room was a towering statue of various people made in a darker material like black stone.

The people themselves, on the other hand, retained the same gold theme as the rest of the planet and truly looked like they wished to appear as ornaments in the room. A brown-haired woman with an absurd gold-lined headdress sat in the exact centre of the room on the largest chair — clearly the Lady President — but while the rest of the Time Lords in the room looked at Rose and her team with stony or annoyed expressions, she smiled down at them almost warmly.

"Welcome to Gallifrey, Director Rose Tyler of Torchwood," she said. "I trust you've been treated well."

Jake snorted quite audibly, earning a steady glare from each and every Council member, but Rose didn't reprimand him for it. "Quite," she said instead, going heavy on the sarcasm.

Romana looked slightly exasperated, but gestured to the empty seats across from her. "Please, do sit. We have much to discuss."

"Do we?" Rose said in irritation, but obediently plunked into the seat directly across from the Lady President. "'Cos from where I stand, you lot just sent us a demand for a meeting without actually tellin' us why."

Romana's eyebrow quirked up and she said in an airy tone, "Something tells me, Miss Tyler, that you know exactly why you're here."

A few of the more naïve members of the team looked to Rose in confusion, but the rest mimicked her cool expression. "I have a few thoughts." When Romana merely watched her, eyes studying her intently as though trying to read her mind, Rose felt the need to break the silence. "Well? Are you gonna tell us?"

"It's been reported that you've recently perfected temporal travel without the use of a capsule," said the older-looking man at her left side, in the stony voice Rose recognised as the one from the stasis cube.

The corner of Rose's mouth twitched upward— _bingo_. "So that _is_ why we're here. What do you plan to do, take it from us?"

The man looked thoroughly annoyed for a moment, but when Romana shot him a look and a warning murmur of, "Borusa," he instead settled back into his seat, looking like he was doing his best not to glare at her. "On the contrary, Director," Romana said airily. "We'd like to propose an alliance."

There was an incredibly long pause, in which several Torchwood members, including Rose, had to take a moment to pick their jaws up from the ground. "You want to make an alliance," Rose stated blankly, as though saying it herself would cause it to make more sense. "With Torchwood."

"Of sorts," Romana said, looking pleased at her reaction. "Of course, I am aware that, while you have in fact perfected the technology, it's still in its infancy. We are prepared to offer you a bit of our knowledge regarding the subject of time travel— certain anomalies, naturally occurring or otherwise; the existence and importance of time-dwelling life forms, that sort of thing."

Rose felt her heart stutter at the mention of time-dwelling life forms, wondering what they were like almost at once. She had a chance to learn even more about the complicated organism that was time, straight from the time experts themselves. But…

"What exactly d'you expect in return for that?" Rose asked, thinking surely they'd ask for the technology itself.

"Full and unsolicited disclosure into your progress," said Borusa before Romana could speak. "Whatever breakthroughs you make, whatever _events_ you become a part of, you will report it to us."

A shadow flickered over Rose's face that every single person in the room caught. "Why?" she said, her voice deathly quiet.

"Informational purposes, of course," Borusa said, in an almost practised tone. "Your species has developed such a technology far earlier in your evolutionary stage than most, without any outside influence."

"No, that's not why you want to monitor our progress," Rose said bluntly, making a few of her team members look confused. "If that were the case, you would've done what you've always done and _silently observed_ our progress. Bet if I checked, I'd find you hadn't even spoken to the _other species_ that have developed time travel." Borusa flushed a furious crimson, spluttering out nonsense, but she cut him off before he could formulate a response. "I know exactly what you really want— you want to loom over our shoulders like a cloud, making sure we know who the _real_ experts are and that if we make _one wrong move,_ you can send us back into the dark ages just by blinking."

"Do be reasonable, Miss Tyler," said Romana a bit pleadingly, but Rose talked over her.

"And you do all this and pretend it's for our own benefit, that we're creating a _friendship_ with your planet," she continued, eyes blazing. A few team members looked uncomfortable at her fury, as it was clearly pissing off the rest of the High Council as well. "Because we're actually onto something here and that's jeopardising your monopoly over time travel, isn't it? The fact that we're such an 'underdeveloped species'—" She mimed air quotes around the words as she spoke,"— and yet we still managed to invent something you lot've controlled for ages."

"Now see here, girl—" spat one of the Council members who, up until that point, had remained silent.

"No, _you_ see here," Rose snapped, glaring daggers at him. "We may be _underdeveloped_ but we're not stupid apes. You can't bully us into compliance."

"Miss Tyler, I can assure you that that is decidedly _not_ why we proposed an alliance," said Romana, calmly but surely. Truth be told, she seemed to be the only calm person in the entire room.

"If that's true, then change the terms of the alliance," Rose said, with a look of disbelief. "We'll gladly be allies with Gallifrey, but not if an alliance means you lot butting into our work. You're gonna have to revamp the contract before we agree to anything."

There was another long, much more tense silence throughout the room. Romana, looking deep in thought and slightly strained, broke the silence with a quiet, "We will consider your request." The entire Council looked shocked for a moment, before regaining their stony composure. Romana stood up, saying firmly, "In the meantime, I would be delighted if you would stay the night in the Citadel, as it is growing quite late." The Torchwood team sent confused glances at each other, while Rose merely frowned at Romana, having been certain they'd be sent home as soon as possible. "I shall have one of our initiates show you and your team to their respective quarters in the west wing."

The idea of enduring another five seconds of constant condescending looks, never mind an entire night, was unappealing, but Rose nodded curtly, not wanting to press her luck by refusing. She turned back towards the doors and pushed them open, wanting to get away from Borusa and his angry glare as soon as possible, and the team followed her at once.

Her annoyed pace slowed when she felt yet another piercing stare on her, but this time when Rose turned her gaze met the silver-blue eyes of a man who, peculiarly, was dressed in a velvet frock and cravat instead of the usual stiff robes. What really caught her attention, however, was the fact that unlike everyone else, he was staring at her with a mix of astonishment and genuine curiosity instead of disapproval. He was also ridiculously fit.

The man started slightly when their eyes met, looking slightly embarrassed at being caught staring, but his gaze remained unwavering, like he was trying to figure her out. The idea of a Time Lord who found her presence on Gallifrey fascinating instead of insulting piqued her interest, but before she could consider approaching him Jake laid a hand on her shoulder, whispering to her, "Keep it going, Director; don't want them to change their minds about lynching us."

She ignored his humourless joke but obediently tore her eyes away from the strange Mr. Darcy-esque man, a contemplative expression on her face.

* * *

When the Doctor entered the Panopticon, he found the Council stomping out already muttering to themselves about 'insolent, ungrateful degenerates' and Romana still sitting in the President's seat, massaging her temple with a frown on her face and her eyes closed. "What on Earth was all that about?"

Her eyes opened and she immediately perked up, smiling brightly. "Doctor! What a lovely surprise."

"Yes, well, the TARDIS needed a good tune-up," the Doctor said, unable to help from smiling back— it'd been too long since he'd seen anyone familiar. Sobering almost at once, he added, "You didn't answer my question."

Romana scoffed, letting her head fall back onto her hand. "Truth be told, _Earth_ is precisely the problem."

"That human girl…" Wait, weren't there others? He'd almost forgotten, "… and her colleagues. What were they doing here?"

"That human girl and her colleagues just perfected time travel," Romana said a bit wearily, not noticing the Doctor's look of half-astonishment, half-delight. No _wonder_ her timelines had seemed so interesting. "And, what's more, she saw right through Borusa's plan and in doing so shattered my own."

"Whatever do you mean, Romana?"

Gesturing for the Doctor to sit, which he obliged, Romana told him, "The Council and I have foreseen this event for several months, and have made preparations to ally ourselves with them. Share our knowledge so they don't go flitting about time and space mucking things up."

"Whatever happened to silently observing, my friend?" the Doctor asked a bit cheekily, only to be stunned when Romana laughed.

"She said almost the exact same thing!" the Lady President said, sounding pleased. "However, you and I both know that Earth is the only other species that will touch every star in the sky one day, as we have. You've said so yourself, many times." The Doctor smiled, glad to know Romana had in fact taken his advice about his favourite little blue planet. "Borusa, on the other hand, saw fit to include a fine print, so to speak. He wanted in exchange total monitoring of the humans' progress. Sufficed to say, the girl saw right through it and chewed him out rather well for it."

Oh, now he _desperately_ needed to meet this girl. A human child who couldn't be older that thirty years old, taking on old Borusa? He almost wished he could take the TARDIS and go back in time just so he could be a fly on the wall.

Not noticing the Doctor's glee, Romana continued wearily, "Unfortunately, she's now entirely refused an alliance until we 'revamp the contract', to quote her own words."

"Well, I don't doubt thanks to Borusa's paranoia that she's lost any trust in the Council, if she had any to begin with," the Doctor pointed out.

Romana scoffed again, saying dryly, "I daresay it's broader than that, Doctor— I doubt she came to Gallifrey with any trust in the Time Lords as a whole."

The Doctor frowned, remembering their earlier stare-down; he hadn't garnered any hostility from her whatsoever, only blatant curiosity. "Are you sure? I didn't sense that from her."

"You met her?"

 _No, I just stared at her like a rude human male ogling a girl from across the pub._ "Er," he said in response, blushing slightly at his own uncensored thought. "Not as such. We just sort of… looked at each other." Romana cocked an eyebrow, but didn't comment. "I rather think she was more inquisitive about me, if anything."

Romana's face suddenly lit up, looking at him with a brilliant smile like his words had given her the answer. "Why in Omega's name didn't I think of this before?" she exclaimed.

"Er, what?" he said, confused by the sudden mood change.

"Doctor, maybe _you_ should speak with her," Romana suggested, eyes wide and excited.

"Why me?"

"Well you _are_ our resident human expert, aren't you? And I don't mean in the factual sense," she added. "I do believe you'd relate to her far more than I of the Council could, Doctor."

The Doctor shifted a bit, his excitement at truly getting to meet the girl whose timelines danced shamelessly around his getting squashed by his general discomfort of doing the Time Lords' bidding. Odds are, whatever plans they had for this human girl, it would favour them much more than it would her.

"What is it I'm to speak with her about?" he said finally, after a quiet moment of mulling it over.

Romana looked at him with a reassuring expression, as though sensing his tribulations. "Just… show her the dangers of being careless with time. Try to make her see time through our eyes, instead of a human's. Truly, I think she means well; her biggest flaw is that she has too much faith in her species to see the potential risks involved." He nodded while looking down at his clasped hands, a contemplative look on his face. "I think you'll like her, Doctor," Romana added with an innocent grin.

"Whatever makes you say that?" the Doctor frowned, blushing slightly at the implications.

Romana merely shrugged, remarking, "She's headstrong. These issues aside, I'm sure you'll find her to be companion material."

The Doctor's frown deepened, and he told Romana shortly, "I'm not looking for a companion, Romana. I'm better off on my own."

"Of course you are," she said ironically, before waving her hand in a dismissive gesture. "Now shoo. You have work to do." He scowled at her and barely resisted the urge to stick his tongue out like a child before standing up from his seat. Before he could storm off, Romana called after him, "Don't you want to know her name before marching in like a soldier, Doctor?"

Embarrassed and a bit annoyed that he couldn't make a dramatic exit as he'd intended, the Doctor paused in his steps before nodding curtly.

"Her name is Rose Tyler."

* * *

Rose Tyler couldn't rest.

At first it was just because she was still seething over the events of the day. Never mind the slightly disgusted and superior looks from every Time Lord she passed on the way up to her chambers, those bastards had actually had the _audacity_ to try and worm their way into _her_ project and then pretend she was being unreasonable and paranoid. She huffed around the ridiculously luxurious room, only slightly calmed when she found the room's marble balcony provided a beautiful view of the land. Snow-capped mountains were highly defined in the suns' light, the wind lazily rippled the fields of red grass and shook the leaves of the silver trees, and there seemed to be a pond of golden liquid some yards away— although Rose surmised that could just be a trick of the light.

Honestly, it was almost _too_ beautiful, and in any other circumstance Rose wouldn't even believe it was real, convinced she had walked into some madman's fantasy simulation he'd created for peace of mind. Later on, however, when the bottom of the first sun began to touch the horizon, she witness from the balcony the sky suddenly erupt in a wave of orange, like the clouds had been set on fire. Rose had shamelessly gaped like an idiot as she watched the first sun set, practically hanging off her balcony.

When the second sun began to creep towards the horizon as well, she felt her legs twitch towards the door, wanting to fully witness whatever came next. Rose hesitated for a moment, uncertain if she should leave her team behind, but eventually she reasoned they'd be able to do without her for an hour or two. Grabbing her jacket, she opened the door a crack and peeked outside, anger simmering in preparation of finding that the _Lady President_ and her lackeys had sent guards to watch over them. Thankfully the hallway was clear, so she was able to slip into the hall silently and hurry through the Citadel into open air.

The terrain was bumpier than Rose had expected, having been covered up by the tall, untamed grass that rose to knee-level, but eventually she managed to stumble her way up to a cluster of those silver trees. The trunks were twisted and gnarled, and the ground around them was clear of grass to make way for their tapering roots. She stepped into the clear area, reached up and caught one of the leaves in her hand, rubbing it between her fingers as though expecting to rub off silver paint. Instead the cold, textured leaf warmed slightly, as any other leaf would. She tried not to squeal like an excited child, letting go of the leaf and watching it drop like a stone instead of flutter down like she'd expected.

Rose was just starting to consider heading over to the pond she'd seen earlier, just to check out if the water really was gold, but the sounds of footsteps rustling through the grass behind her put her on red alert instantly. She whirled around, already lowering herself into a defensive stance, only to spot the strange, smartly dressed man from earlier with his hands up in surrender.

"Relax," he said at once, in a posh, gentle tone. "I won't hurt you."

She raised a curious eyebrow, straightening up slightly. "Who are you?"

"I am the Doctor," the man said, with a polite smile.

Rose frowned, all wariness lost to confusion. "Doctor what?"

"Just the Doctor."

" _Okay_ ," Rose responded blankly, blowing out a puff of air. "I assume that's a Time Lord thing?"

"It is," the man affirmed. "May I ask your name?"

There was something about the way he said it — his tone, his phrasing, or maybe the carefully crafted expression on his face — that made Rose cross her arms and remark a bit coolly, "I think you already know it."

He looked utterly taken aback. "What makes you say that?"

"Well, for one thing you were outside the meeting I had with the President, and for another you followed me here," Rose pointed out. "So, what? Are you part of the Council or something?"

The Doctor scoffed, looking so disgusted by the idea that it stunned Rose for a moment. "Do I look like one of those stuffy old gits?"

"Suppose not," she said with a grin, before admitting, "You look more like Mr. Darcy than a Time Lord, actually."

"Mr. Darcy?" he repeated, looking horrified. "Are you saying I look like a grumpy fop?"

" _Well_ …" At his intense stare, she cut him some slack and said, "No. Just… different." When the Doctor grumbled incoherently, tugging at his waistcoat's lapels, she raised an eyebrow and said, "Well?"

"Well what?" the Doctor asked, looking up from his primping.

"Aren't you gonna try to make me see reason?" Rose said, with a bit of annoyance in her tone. "Try to tell me that the Time Lords have the best of intentions and that the President's contract is innocent and for our benefit?"

"Why on Earth would I tell you that?" he said lightly, causing her to frown at him.

"Isn't that why you're here?"

"Not at all," the Doctor said. "And besides, telling you such a thing would be a lie. Old Borusa's footnote about 'monitoring your progress' isn't in your favour at all, now is it?"

"Borusa did that?"

"Yes, I'm afraid it's the sort of person he is. Romana was unable to sway him or the Council away from it, unfortunately."

"You're friends with the President?" Rose said curiously, noticing he, unlike the rest of the Time Lords she'd met, didn't refer to Romana as 'the Lady President'. Then again, this 'Doctor' seemed as un-Time Lord as it got.

"I am."

"Did she send you to talk to me?"

His gaze steadily met hers, and the same unwavering, stunning connection that had passed between the two of them earlier hit her again. "She did."

Rose tore her eyes away, frowning at the ground and plunking herself down on a clear patch of grass. "Well, if you're not here to convince me to accept the alliance, why did she send you then?"

The Doctor hesitated, before making a silent request with a hand gesture to sit next to her. She nodded, and he sat down on a large tree root beside her, leaning against the tree trunk. "Well, before I tell you that, Miss Tyler—" _Knew it_ , she mentally remarked to herself, "— I'd have to clarify a few things about myself first."

"All right," Rose said, settling comfortably in the grass.

When she glanced at him after he failed to begin talking, she found him wearing a contemplative and slightly shadowed expression on his face, which was outlined by the light of the gradually setting second sun. It hit her for the second time that this man — the Doctor, as he called himself — was almost unreasonably gorgeous. It couldn't just be because he was a Time Lord— although they seemed to take pride in having the most beautiful, perfect structures and technology, appearance-wise they seemed as diverse as any human. Romana was lovely, of course, but the rest of the Council members (more so Borusa) were purse-lipped and lined with age. Maybe Time Lords took on the appearances of their personalities? It was a silly theory but, she surmised with an internal smirk, it would definitely explain Borusa.

"I don't live on Gallifrey," the Doctor began slowly, making Rose jump as it wrenched her out of her thoughts. "I travel indefinitely, all throughout time and space."

He didn't seem to know how to continue, so Rose broke the silence and asked, "In those time capsules you lot have?"

He smiled, equal parts grateful and delighted when he said, "Yes, although _mine_ is far superior than those shiny newones they have in stock." At her questioning look, he elaborated, looking very excited to tell the tale. "She was a type-40 scheduled for decommission some centuries back. I sto— er, I mean, I _acquired_ her before they could."

Rose frowned at his faux pas (and his slight flush) wondering what he'd been about to say, before something occurred to her. "Wait, _her_?"

"She's a she," the Doctor explained. "All the time capsules Gallifrey has are sentient, to a degree."

"Sentient time machines," Rose said aloud, trying to wrap her mind around the idea and finding herself failing miserably. When he looked at her, clearly amused by her shock, she pushed aside and urged him to continue with a not so subtle, "So… you travel the universe with this… sentient time machine?"

"I do," the Doctor said, sobering quickly.

"All on your own?"

He looked at her curiously, and she wondered if perhaps any melancholy had shone through her voice; it did seem awfully lonely, that sort of life. "Not always," he admitted, which made her feel a bit better for him. "Occasionally I pick up some companions, show them the universe as well." A grin started on her mouth as she imagined whizzing through time and space with this sweet (and attractive) madman. It was why she dedicated her life to perfecting time travel back on Earth, and Rose felt herself deeply envying those faceless people that had gotten the privilege of travelling with the Doctor. "Most of the time, they're human."

"What, really?" Rose said in shock. When he glanced at her, she felt herself flush crimson and immediately felt the need to justify herself. "Sorry. S'just that… my team and I haven't exactly gotten a welcoming party here on Gallifrey. I just assumed it was 'cos we're human." Maybe that was a bit presumptuous of her.

"It is," the Doctor said regretfully.

She frowned, confused. "Then why do you…?"

"I'm different, remember?" he pointed out, sounding a bit forlorn until his voice brightened. "I quite appreciate humans."

"You do?"

He nodded enthusiastically, smiling at her like an idiot. "Of course!"

Rose grinned back, his enthusiasm contagious, and said, "Think I like you, Doctor." He beamed, if possible, even wider, making her laugh for a moment before she eventually sobered again. "But why do you like humans and the rest of your species doesn't?"

"Because you're our biggest competitor," the Doctor admitted. At Rose's disbelieving look, he insisted, "It's true. Earth is the only other species in history to eventually reach every corner of the universe. And, on an evolutionary level, you've far beaten our record for inventing safe, time-travelling devices," he added, with a bit of a smirk. "We were around far longer than Earth was, and at the point your people are at the moment relative to Gallifrey's history, we were still living in your equivalent of the Dark Ages. Change does not come quickly for Gallifrey— but for Earth, things change so quickly the Time Lords themselves can barely keep up."

Rose snorted and remarked, "Blimey, no wonder Borusa looked so angry." The Doctor grinned in amusement. "Okay, so that explains why he tried to sneak in that stupid monitoring thing. Is that also why Gallifrey's breaking their 'silently observe' policy?"

"Well no, not entirely," the Doctor said, looking a bit nervous. "That was Romana's idea."

"Why'd she want it, then?"

The Doctor paused for a moment, fiddling with a loose thread on his cuff. "There is a reason why we call ourselves Time Lords," he said after a bit, very carefully, as though trying not to offend her. "We are time-sensitive beings. It's sort of hard to explain," he added, when Rose looked confused. "One example is being able to see timelines."

"What are timelines?" she asked.

"They're… the possibilities that surround a person," he tried to explain, feeling as though his words were falling flat. "What paths they could take in the future, what decisions they could make and how that would affect them, that sort of thing."

"So you can, what, see the future?" Rose said, a bit shocked.

"Not exactly," the Doctor shrugged. "Just glimpses of several different possibilities, and the most likely scenario is the clearest. What could happen if, say, I choose to cut the blue wire instead of the red."

Rose took a moment of silence to process this, trying to imagine what it would be like to look at a crowd of people and see the millions of choices they could make. Then she suddenly realised what his point was, and said aloud, "You lot want to make sure we don't start mucking about through space and time without knowing what we're doing, and accidentally changin' history." He looked a bit guilty, confirming her theory, which made a stab of annoyance sear in her chest. "Doctor, we're not stupid," she said shortly. "We've done extensive simulations, researched as many paradoxes as we could think of."

"I know you're not stupid," the Doctor said, but his words were warm, and she glanced over to him to see that he was smiling fondly at her. "The problem is you can't think of everything. And not everyone is as kind-hearted as you are, Rose." She blushed a little, whether it was over his compliment or the use of her name, she wasn't sure. "There are many humans out there who would attempt to take advantage of such technology, regardless of the risks." Rose frowned, feeling a bit forlorn when she realised that was definitely true. "That is why, since Time Lords have long since had the knowledge and the technology to safely manoeuvre the Time Vortex, we would wish to share it with you."

"So we don't collapse the universe," Rose muttered.

"Yes, in fact. I don't suppose you've ever heard of the Reapers?" Rose shook her head, and he continued. "What about what the Time Vortex actually is? What it's comprised of? How our capsules are able to travel through it, or how we're able to actually _live_ in it?" She shook her head again, chin sticking out in a bit of a scowl. "I am not trying to patronise you, Rose. I am merely asking that you open your mind to the possibility that perhaps you are not _ready_ to use this technology, and that you'd do well to learn a bit from us first."

Rose stayed silent, feeling a bit dejected at the prospect of putting such an important project on hold, even for a few years. The idea of learning even more about time travel did appeal to her, but not if her teachers were going to be self-entitled gits jealous of their evolutionary progress.

"I could show you a bit of what I mean, of course," the Doctor said, as though he'd read her mind. "My ship is in the hangar."

She looked at him, studying him as best she could in the waning sunlight. Was he lying, like Borusa had, only doing a better job of it because of his sweet demeanour and gentle voice? Somehow, it seemed impossible. It was with this in mind that she said, with a half-smile and a shrug, "All right."

* * *

 **A/N: Hope you all had a happy holiday season! This fic is a gift for bubblygal92, who is the greatest person ever, in response to her writing a fic for me (check out Angel of Mine, a fic of Twelve/Rose awesomeness) because I'm privileged enough to be her beta. This fic's plot kind of reminds me of something she'd come up with; very Gallifrey-oriented, though with A LOT more canon mistakes (probably) than what she'd do. I researched like crazy, but I've never touched the audio adventures so things could be wrong; please forgive me in advance and let me know so I can change it :) Also, I literally have no clue how long this is going to be- I was aiming for 3-5 chapters, but it's looking like it's turning into something else. So, yeah. Enjoy!  
**


	2. The Matrix (Or, The What-If Machine)

**Beta: Miral-Romanov**

* * *

Chapter 2

The Matrix (Or, The What-If Machine)

The Doctor instructed Rose, upon her agreement, to tell her people where she was going, as it was quite possible they could be gone for several hours and it wouldn't be best to have them sounding the alarm if and when they found her missing. Once she had made her way back up to the Citadel, the Doctor quickly grabbed his now fully repaired (and quite pleased) ship and popped in on Romana to request what he needed. She had graciously given the Doctor full access to whatever he needed at any time— quite literally, as a matter of fact. He felt the tremendously important item he'd acquired under these very special circumstances, which he'd slipped into his waistcoat pocket, thumping gently against his hip as he walked back up to the Citadel. He was amazed he, let alone Romana, was able to acquire it at all, despite the goal here only being to educate a well-meaning but slightly naïve human girl. After all, it wasn't as though the last time someone had procured such an item went too well.

Rose was waiting for him at the base of the steps, looking slightly annoyed, but perked up yet again when she saw him approaching. He, on the other hand, frowned at her expression.

"Whatever is the matter?" he asked her with concern.

She gave him a small smile and waved aside his apprehension with a gesture of her hand. "S'nothing," she insisted. When he gave her a look, she shrugged one shoulder and said in explanation, "Just some of my teammates don't think I should be givin' you a chance."

The Doctor felt a bit put out but said reasonably, "Well, it isn't as if Time Lords have given much reason for trust."

"Suppose not," she said, but still looked irritated by her teammates' behaviour. Quickly changing the subject, she asked him, "What are we doing first?"

She looked like she was trying to tamp down excitement, which made him grin. Looking around quickly and noticing Rose's team sending him glares of death from the top of the steps, the Doctor leaned in close to her — before promptly leaning back again when he found she smelled almost stiflingly sweet — and muttered, "Not here."

Rose followed his gaze and, upon reflecting her team's glare back at them, allowed herself to be led into an empty antechamber. Looking around at the chamber, she cocked an eyebrow and asked, "Is this it?"

He chuckled. "No. This is it."

With his words, he plunged his hand into his pocket and pulled out a golden key, spindle-thin and intricately crafted with the Seal of Rassilon carved into the top. Perhaps it was the way he himself was holding it, but Rose seemed in awe of the key, despite not knowing what it actually was, as demonstrated by her quiet whisper of, "What is it?"

"The Key of Rassilon," the Doctor said just as softly. "We have been granted access to it."

"What's it for?"

"It is one of the ways we can access the Matrix. Gallifrey's resident supercomputer," he explained, when Rose looked confused. "It contains a simulated environment in a micro-universe used to store information and memories, and predict potential futures."

"O… kay…" Rose said slowly, briefly sending him a glance like she thought he was bonkers. "And we're going to… use this computer?"

"Specifically, we're going to enter it," the Doctor said, holding up the Key again. "But essentially yes, we will use it." At her blank look, he attempted to elaborate. "I've explained to you a little bit about timelines, yes?" She nodded, and he continued, "Well, they don't just surround people. Everyone and every _thing_ in the universe has timelines. Something as simple as an asteroid could be either totally insignificant or be the starting point of all life in a galaxy."

"Really?" Rose exclaimed in awe.

He smiled at her enthusiasm. "Yes. Time Lords use the Matrix to simulate the future consequences of, say, destroying that asteroid before it can reach habitable space. And that, Rose Tyler, is what we're going to do today."

"We're gonna go into the Time Lords' what-if machine and see what destroying an asteroid will do?"

The Doctor laughed. "Well, something like that, but not exactly. We're going into the Time Lords' supercomputer and seeing what changing a significant event, even slightly, will do to the future. And it's not a 'what-if machine'," he added with a smirk.

"But it uses stored information to predict the future, yeah?" He nodded, and she reiterated, "What-if machine."

He sent her a mock-stern look but brushed it off, extending his arm. "Shall we, Rose?"

The look of amazement on her face was answer enough.

* * *

Rose was surrounded by utter darkness. She couldn't feel ground underneath her feet and found she couldn't move her body even an inch, just in case she found there really _wasn't_ ground underneath her feet. The only thing that kept her from crying out in fear was the Doctor's warm hand around hers, and his quiet murmuring of, "Don't worry. This is just the unshaped environment."

Rose didn't answer, still afraid that if she opened her mouth she'd either scream or choke on the inky blackness. He gave her hand another comforting squeeze, as if sensing her distress, and suddenly the darkness began to take form. She blinked at the confusing swirl of colours and shapes, until the world around them finally settled into a proper environment. And almost immediately, Rose wished for the endless darkness from earlier.

The ground was nothing but scorched terrain covered up by piles of greyish snow, which reached up to their shins. The sky was utterly blocked out with what looked like a massive, whirling storm of the same strange snow, the air was frigidly cold and the wind was so strong it whipped her hair back and made her clutch at the Doctor's arm to keep from falling over.

"What—" Rose tried to say, only to get a mouthful of ashy-tasting air as a result. Taking a moment to cough, she held a hand up to her mouth and shouted over the roar of the wind, "What the hell is this stuff?"

"It's a mix of snow and ash," the Doctor said loudly, raising his arm and using his coat to block them both from the whipping 'snow'. "This is Earth, 1989."

"What are you talking about?" Rose exclaimed. "This never happened!"

"No, but it _could_ have happened," the Doctor said. "Have you ever heard of the Cuban Missile Crisis, Rose?"

She wrinkled her nose. "Don't think so."

"It happened a long time ago, from your point of view. Back in 1962, there was an event that lasted thirteen days between the Soviet Union and the United States, regarding missiles being stationed in and shipped to Cuba." A particularly violent gust of wind nearly knocked them both over, but the Doctor grabbed onto her waist to steady her. After both of their blushes faded away, he continued, "The current President at the time, John F. Kennedy, formed a blockade to stop this from happening, which was received by the Soviet Union as an act of aggression."

"I remember now," Rose said, immediately recalling the event used in a presentation of Torchwood's Temporal Division as an example of disaster averted.

The Doctor nodded. "Your people predicted that, had the event gone sideways, it would have prompted World War III. They were correct."

" _This_ is World War III?" Rose exclaimed in horror.

"Specifically, this is the consequence of it." He looked off sternly at the destroyed wasteland, and Rose followed suit, expecting to see something. "Total extinction of the planet in its entirety. And a fifty year nuclear winter as an aftermath."

Rose's jaw dropped despite herself, but she quickly closed it when she received another mouthful of ash. "What went wrong?"

He looked almost bizarrely amused, in a grim way. "Kennedy lost the election. Nixon took his place and botched the entire negotiation."

It was nerve-wracking, to know how closely her entire beloved planet had come to mass extinction— and that it had been prevented by something as arbitrary as an election of a country she didn't even live in. She had to firmly remind herself that none of this was actually real, and that she'd only recently left a fully intact Earth, several centuries later, behind.

"This is what would happen if one of us went back in time and… I dunno, change the votes?"

"Well, only if the paradox wasn't fixed quickly. I'll explain that later," he added, when she looked confused.

Rose stayed quiet for a few moments, contemplating what she'd seen. It was clear that one wrong move from herself or somebody else could honestly cause total extinction of their race. Or, God forbid, something worse.

With that in mind, she squeezed the Doctor's arm and asked him, "What else could happen? If something changed, I mean."

He smiled down at her, looking almost fondly proud of her question. The scene immediately began disappearing around them, forcing Rose to look away from the lovely expression. This time, the ashen storm and blackened, lifeless terrain melted into an utterly beautiful scene. She looked around, awestruck; they were now standing in the middle of a flowering alien field, with swaying blue grass that grazed their hips and blossoming flowers that looked like sleeping butterflies. The sky was a blanket of almost too-bright stars, with a swirling nebula in one corner and a gigantic glittering planet taking up another corner, and just over the hill was a twinkling city full of arched, white buildings.

"Wow," Rose exclaimed in delight, spinning in a circle to take in as much as possible and totally missing the Doctor's warm look. "What is this?"

"Beta Aquilae," the Doctor said cheerfully, watching her tentatively poke one of the butterfly flowers. "Second planet from the suns. Most evolved out of the four habited planets in this system."

Tearing her attention away from the flowers, she asked him with interest, "So, why are we here? Please tell me nothing awful's gonna happen here," she added, suddenly nervous.

"Not at all," the Doctor said kindly. "Actually, a catalyst of the planet's history is about to occur. The northern continent's scientists have recently perfected an inexhaustible, recyclable and environmentally-friendly power source and are beginning to hook up their generators to every city." Almost immediately after he'd finished speaking, the lights from the city below them began shutting off, until the entire place was dark and silent. "Watch this," he added, when he spotted the darkened city.

Rose obediently watched the marble buildings, shimmering slightly under the light of the nearby purple planet. Then, suddenly, all the lights in the city turned back on with a motion resembling a luminous wave, and were somehow brighter than before. A resounding, happy cheer sounded from below, making Rose grin.

"This is the first city to have received a generator," the Doctor explained, much more interested in watching her brilliant reaction rather than history in the making, for some reason.

"Wow," Rose repeated, beaming and leaving unnoticed the way he smiled in response. "But why are we here?"

"Well, in a few weeks the Emperor of the planet's prime continent will make the decision over whether or not to share this technology with the other planets in the system."

Rose frowned. "But I thought you said they were less advanced than this planet."

His grin widened. "I did."

"So then, that would probably be a really bad idea," Rose concluded, raising an eyebrow when the Doctor continued smiling.

"The Emperor eventually decided so as well. The other planets were allowed to evolve naturally until they were ready to share this technology without any repercussions. One of them actually invented something similar _before_ Beta Aquilae had the chance to share it."

The image of the barren wasteland that had been Earth after nuclear war flashed through Rose's mind again, making her immediately apprehensive. "And what would've happened if he'd chosen to share it?"

His expression dimmed again, and their surroundings began to blend away for the second time, except this time instead of turning into an entirely different scene, they remained in the same spot. This time, however, it was clear they'd moved into the future, as the field and the city below were now blanketed with blue-tinted snow. There was something different about the place, beyond the seasonal change, that Rose couldn't quite put her finger on, until the Doctor pointed to the sky and said softly, "Look."

It was immediately apparent the second she looked up to the sky— the massive nearby planet was now gone. At a second glance, Rose realised it wasn't gone but utterly darkened, the lights from civilisation having disappeared; and, after a further examination, she saw that the planet's atmosphere was swirling with a thick black fog and had a scattering of debris orbiting the planet.

"What happened?" Rose asked in a low voice.

"This is what would have happened if the Emperor had shared the technology with Betas Serkis, Kaitos and Giana. Beta Kaitos—" He paused to point at the blackened planet, "— was the first and only planet in the system to receive the technology. They almost instantaneously used it to create inexhaustible weapons to continue their war with another continent. Beta Giana, the smallest planet, tried to intervene, and were annihilated." _The debris,_ Rose realised with a start. "In a few years, Beta Kaitos will be destroyed by their own weapons, bombarding the neighbouring planets — including this one — with debris and killing over eighty-five per cent of the population. The rest die out from starvation."

"But none of this really happened, yeah?" Rose said, needing the assurance. "He didn't give it to them."

"No, he didn't," the Doctor answered kindly. "None of this ever happened, and was never meant to. But this is the most likely possibility, and thus it's the most significant. And," he added, looking a bit apprehensive, "it was only narrowly avoided. That's why the Time Lords have it at the top of the archives."

"But wait," Rose said, her mind a whirlwind as she tried to process everything she'd seen. "All of these things were problems that were resolved, or prevented. What about the opposite?"

"I'm sorry?" the Doctor said with confusion.

"You know, what the Time Lords think we plan to do with time travel," Rose stated, not rudely. "Stop a horrible event from happening instead of the other way around."

He looked almost stunned at her question for the briefest moment, before he nodded curtly. "I know just the thing."

Yet again, the environment around them faded away, and was replaced with another alien planet. This time, Rose and the Doctor were situated in the middle of an urban street with tall black buildings, only to nearly be toppled over by a nervous, bustling crowd of aliens when things properly solidified. The Doctor quickly took Rose by the hand and pulled her through the throng into the tiniest of empty corners, forcing Rose up against him in an awkward half-hug. She blushed hotly and was about to comment, but the alien people currently trampling each other caught her eye.

"Wait a minute," she exclaimed in shock. "Those are the Kraylor and the Rolyark!"

It was difficult to see at first, but undeniable. All of them, young and old, were thin and wearing the same kind of springy jumpsuits, and would be utterly unrecognisable if not for the differences of their skin. The Kraylor had green skin patterned with blue swirls, while the Rolyark had blue skin patterned with green swirls. What struck her as odd was the fact that both races were together, in the same place, without attacking each other.

"Yes they are," the Doctor confirmed, breaking her out of her thoughts. "You've heard of them?"

"Of course. Sor' of hard not to have heard of them, after that war they've been having for ages." She paused for a moment to watch the two races, glad to see them all together even if they all looked equally distressed, before adding, "Kinda sad they still haven't realised that one of their names is the other spelled backwards." He sent her an amused look that she answered with a nonchalant shrug. "Well, s'true."

"Yes it is," the Doctor grinned.

She sent him one of her signature tongue-touched smiles, which faltered slightly when she noticed the way his eyes immediately zeroed in on her mouth, but instead of commenting she instead asked, "So, what, is this after the war ends?"

"No," the Doctor said, apparently shaking himself out of whatever stupor her smile had put him into. "This is what the future would look like had the war been prevented." Rose looked up at him in shock, apparently leaving unnoticed the short distance between their faces. Uncomfortable with her proximity, he turned towards the crowd as an excuse to look away from her, remarking, "You did want to see what would happen if a massive disaster were to be averted. This is it."

She looked at the crowd of near-identical aliens as well, frowning. "What's the story this time?"

"Well, this time when the Kraylor and the Rolyark discovered each other, they made an alliance instead of warring over which was the superior race," the Doctor began to explain, feeling a bit of a thrill when he noticed Rose listening intently to his lecture. Preening a bit, he continued, "The lack of fighting gave room for technological development outside of defence and weaponry. Unfortunately, this means that the Rolyark's planet didn't have the advanced shielding that protected it from Kraylor attacks, and the planet fell victim to a massive solar flare. The Rolyark were quickly evacuated to Kraylor—" He stopped for a moment to gesture at their surroundings, "— but the planet is far too small to handle both races."

Rose felt her chest clench with pity. "So, what happened? They died out of starvation, or something?"

"No," the Doctor said, shocking her. "Actually, the Krillitanes in the neighbouring Banscrin system took advantage of the overpopulation problem and assimilated them all. But odds are, had the Krillitanes not intervened, the two races would have in fact perished from starvation."

"Blimey," Rose said aloud, watching the two races fall over each other in an effort to move. A near endless war for stupid reasons seemed almost better than cooperation that ended in total destruction by a race of… whatever Krillitanes were. That seemed like something she'd need to know, so she asked him, "What are the Krillitanes?" Before he could answer, she added, "Are they one of those 'time-sensitive' creatures you were tellin' me about?"

"No, they aren't."

He didn't answer her first question, but if he had she wouldn't have paid attention anyway, too caught up in her own thoughts. The lessons the Doctor had taught her had opened up an entirely new world to her, and she felt completely ignorant. A few hours earlier, Rose was utterly certain she'd thought of everything that could possibly go wrong, but now she felt like she'd only grazed the surface.

Determined to fix this, Rose ignored their closeness and looked up at him with a firm expression. "You said something about archives?"

"Yes, I did," the Doctor answered, trying to follow suit and overlook their proximity and succeeding only a little.

"I want to see them. Can I do that?"

Their gazes met, Rose's determined, the Doctor's stunned and harbouring the same intrigued curiosity from the first time they met. "All right."

* * *

 **A/N: Sorry for the wait. I just moved into my new college dorm and started class this morning, so things are getting super hectic. I hate to say it, but expect more long updates :( On a happier note, the Doctor's first lesson :) Every example shown in the Matrix is a reference to a science fiction show: the first one was mentioned in a bunch of different shows, the second one was based off of a Stargate: SG-1 episode, and the last one is a reference to an episode of Star Trek (original series). And, as a bonus, I've referenced the Kraylor and the Rolyark in past fics; do feel free to hunt for them, they add a bit of dimension to the races. Thanks go to Auua Ytjoml, micbb, RogueHales, alias093001, Technokitty818, moviemaniac217, DuShuZhi, Godric'sGrl01, Fleur24, MirrorFlower and DarkWind, GinnyBloomPotter, SolemnlySwearToManageMischief, Kathryn Hart, a Guest and an EpicGuest.  
**

 **PS forgive me for any potential canon mistakes; I researched the Matrix like mad and it seems, between the books, the show and the comics, that everyone has their own interpretation of how it works. So I kind of said 'screw it, now it's Vamp's turn to add to the lore'.**


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